PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS<\/p>\n\n
(“SWAP ONE<\/strong>“) is a digital financial services platform that provides a set of technological solutions that facilitate cross-border payments.<\/p>\n\n Your use of the SWAP ONE<\/strong> website(https:\/\/www.swapone.com)<\/a> and the Services (defined below) is subject to your compliance with these terms of service (the “Terms<\/strong>“).<\/p>\n\n Please read these Terms carefully, including SWAP ONE<\/strong> ‘s Privacy Policy available at https:\/\/www.swapone.com<\/a> before using the Services or accessing the Site.<\/p>\n\n These Terms constitute a legally binding agreement between SWAP ONE<\/strong>, its subsidiaries, affiliates, agents, service providers and assignees (“we<\/strong>“, “us<\/strong>“, “our<\/strong>“) and you (“you<\/strong>“, “your<\/strong>“).<\/p>\n\n The Terms govern your use of the services, products, features, functions, technologies or content offered on the Site and all related websites and applications, regardless of how you access them, including by computer, cell phone, tablet or any other device (collectively, the “Services<\/strong>“).<\/p>\n\n All payment services are provided by institutions authorized to operate by the regulatory authority of the jurisdiction involved. In Brazil, international currency transfers and payments are made possible by institutions (banks) authorized to operate in the foreign exchange market, such as but not limited to Braza Bank SA.(collectively, as applicable, “Bank<\/strong>“).<\/p>\n\n By agreeing to these Terms, you also agree to:<\/p>\n\n By registering with SWAP ONE<\/strong> or visiting the SWAP ONE<\/strong> website, you understand and agree to comply with these Terms and all applicable local, state, national and international laws and regulations, and you are responsible for ensuring that any Authorized User does the same.<\/p>\n\n You may not use the Services if you do not agree to and accept the Terms.<\/p>\n\n Our Services may be subject to our additional terms, conditions, agreements, policies, guidelines, rules and schedules, which will be published or made available separately from these Terms when the Service is offered (“Additional<\/strong>Terms”), including our Privacy Terms, Policies and other terms and rules, made available at https:\/\/www.swapone.com<\/a>, which are hereby incorporated into and made a part of these Terms of Service.<\/p>\n\n If there is any conflict between these Terms and the Additional Terms, or in relation to the services agreement entered into between you and SWAP ONE (“Services Agreement”), the latter shall prevail, and the Services Agreement shall prevail over all.<\/p>\n\n SWAP ONE<\/strong> reserves the right to change these Terms of Service at any time, in the event of any changes to the services provided, the technology applied, applicable laws or other needs, always by prior publication, and making these updated Terms available on the Site.<\/p>\n\n Any changes will take effect immediately upon being posted and will apply to your use of our Services after the changes take effect, except that changes dealing with modifications to our Services or new features or changes made for legal reasons may take effect immediately, with or without notice to you.<\/p>\n\n Your continued use of our Services following a change to these Terms means that you accept those changes. If you do not agree to any changes, you may not continue to use our Services. <\/p>\n\n We may discontinue, temporarily or permanently, our Services or any part of our Services, or otherwise change our Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of our Services. <\/p>\n\n In order to use our Services, upon approval of a SWAP ONE<\/strong> Account for you, as a customer, or if you are a contracted intermediary, for one or more of the customers you refer to us (as defined in Section 5, item “B”), SWAP ONE<\/strong> will open an account in our system, which may be operated by you, through which it is possible to make transfers to accounts held by you with other institutions or third parties, in the same or in a different jurisdiction, by means of currencies or virtual assets.<\/p>\n\n Our Services may include access to and maintenance of other financial products and accounts. You understand that SWAP ONE<\/strong>, or the Bank involved in the transaction, reserves the right, in its sole discretion, to approve or deny access to any services offered through the SWAP ONE<\/strong> platform, and may even discontinue such initially franchised products or accounts, for any reason, at any time subject to applicable law. <\/p>\n\n By registering as a client, or registering the indicated client(s), to use the services provided by SWAP ONE<\/strong>, you declare that:<\/p>\n\n When creating an account with SWAP ONE<\/strong>, you may be required to choose a username, password and\/or other access credentials (“Access Credentials<\/strong>“). Registration data and certain other information about you is governed by our Privacy Policy. <\/p>\n\n To help the government fight the financing of terrorism or money laundering activities, federal law requires the Bank and us to obtain, verify and record information that identifies each person to whom we provide certain Services.<\/p>\n\n What this means for you when you use our Services on your own behalf or on behalf of your customers is that we will require you to provide your name, address, date of birth, telephone number, e-mail address, the names of your customers, and other information that will allow us to identify you.<\/p>\n\n We may require you to provide documentation, which may include your or your client’s passport, driver’s license or other government-issued photo ID. We may also contact you or your client if we have additional questions. Other personal data and documents may be required in this context to comply with national and international legal rules and obligations. <\/p>\n\n You declare that you are responsible for the use of the Services offered, for maintaining the confidentiality of your account and access credentials, for restricting access to your devices that are used to access and operate your SWAP ONE<\/strong> Account.<\/p>\n\n You acknowledge that you may not assign or transfer your SWAP ONE<\/strong> Account to any third party, except for any express authorization or permission to add an Authorized User.<\/p>\n\n We are not responsible for any third party access to your SWAP ONE<\/strong> Account, including access by an authorized user and access resulting from theft or misappropriation of your SWAP ONE<\/strong> Account or access credentials.<\/p>\n\n We reserve the right, in our sole discretion, to refuse or cancel Services, or to terminate your SWAP ONE<\/strong> Account.<\/p>\n\n Providing incomplete, inaccurate and\/or outdated information may result in the suspension or termination of your SWAP ONE<\/strong> Account,<\/p>\n\n Unauthorized use of your access credentials or SWAP ONE<\/strong> Account or any other breach of security must be notified immediately.<\/p>\n\n SWAP ONE<\/strong> shall not be liable for any loss or damage arising from breach of this Clause.<\/p>\n\n By accepting these Terms, you declare that:<\/p>\n\n You declare that you are aware that the contact details provided by you and your client(s) may be used for contact purposes, and that you must keep them up to date and may do so at any time by accessing the digital platform provided and\/or the website.<\/p>\n\n You declare that you are aware that such contact may take place by telephone call, Short Message Service (SMS), calls and messages (including pre-recorded, artificial voice and automatically dialed or automatically sent), sending e-mail, messaging application (text, voice or video).<\/p>\n\n Automatic messages can be played when the phone is answered, either by you or by someone else. If an agent or representative calls, they can also leave a message on the answering machine or voicemail or send a text message. Calls can be recorded. <\/p>\n\n You understand that such SMS communications may be carried out using an automatic telephone dialing system or may include automated SMS messages.<\/p>\n\n You agree to receive alerts about your activities, balances, payments, suspicious activity and other matters involving the use of the platform or our Services via push<\/em> notifications on your smartphone or other device.<\/p>\n\n The receipt of push<\/em> notifications may be delayed or prevented by factors beyond our control, including those affecting your internet\/telephone provider. We shall not be liable for any loss or damage arising from non-delivery, delayed delivery or mis-delivery of any push<\/em> notification; inaccurate content of a push<\/em> notification; or your use of or reliance on the content of any push<\/em> notification for any purpose. <\/p>\n\n The push<\/em> notification may not be encrypted and may include your name and information relating to your SWAP ONE<\/strong> account or use of the Services.<\/p>\n\n SWAP ONE<\/strong> reserves the right to terminate the use of push<\/em> notifications at any time without prior notice. You can choose to discontinue receiving push<\/em> notifications by updating your preferences on your smartphone or device. <\/p>\n\n You are solely responsible for any call, messaging and data service charges levied by your telephone provider.<\/p>\n\n The following disclosures will be made to you or your business customers in accordance with applicable Brazilian and Canadian law in connection with electronic payments, deposits, fund transfers and other wire transfers to and from your or your customers’ SWAP ONE<\/strong> account.<\/p>\n\n There may be limitations on account activity that restrict your ability to make electronic funds transfers. Any limits are disclosed in the appropriate agreements governing the SWAP ONE<\/strong> account. <\/p>\n\n Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account.<\/p>\n\n Electronic Funds Transfers include electronic transactions such as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application.<\/p>\n\n You are responsible for all Electronic Funds Transfers that you or an Authorized User make, whether directly or indirectly.<\/p>\n\n Software available in connection with our Services and applicable data transmission, if any, is subject to Canadian export controls.<\/p>\n\n No Software may be downloaded from our Services or otherwise exported or re-exported in violation of the export laws of Canada, failing which the necessary extrajudicial and judicial measures will be taken.<\/p>\n\n Recognizing the global nature of the Internet, you agree to comply with all domestic and foreign laws regarding the use of our Services.<\/p>\n\n Except as expressly authorized in these Terms or in our Services, or in a separate contractual instrument, the use, distribution, licensing, performance, publication, reproduction, duplication, copying, creation of derivative works, modification, sale, resale, exploitation, transfer or uploading for any commercial purpose of our Services or any part of our Services, including use of or access to our Services or those of third parties, is strictly prohibited.<\/p>\n\n You acknowledge and agree that our Services may contain content or features (“Services Content<\/strong>“) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws.<\/p>\n\n Except as expressly authorized by us, you agree not to modify, copy, frame, copy, rent, lease, loan, sell, distribute or create derivative works based on our Services or the Services Content, in whole or in part.<\/p>\n\n In connection with your use of our Services, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods, failing which you will be prevented from accessing and using the Services (including by blocking your IP address).<\/p>\n\n You agree not to implement any measures to circumvent this blocking (for example, by masking your IP address or using a proxy IP address).<\/p>\n\n Any use of our Services or the Services Content that is not specifically authorized in these Terms is strictly prohibited.<\/p>\n\n The technology and software underlying our Services or distributed in connection with our Services are the property of SWAP ONE<\/strong>, our affiliates and our partners (the “Software<\/strong>“).<\/p>\n\n You may not copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense or otherwise transfer any right in the Software.<\/p>\n\n The SWAP ONE<\/strong> name and logos are our trademarks and service marks (collectively, the “SWAP ONE Trademarks<\/strong>“).<\/p>\n\n Other product and service names and logos used and displayed through our Services may be trademarks or service marks of their respective owners, who may or may not endorse or be affiliated or connected with us.<\/p>\n\n Nothing in these Terms, any Additional Terms or our Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the SWAP ONE<\/strong> Trademarks displayed on our Services, without our prior written permission in each case.<\/p>\n\n If you or one of your clients sends money to SWAP ONE<\/strong> using the Services, such money may be withheld for compliance with international laws aimed at curbing corruption, bribery, terrorism, money laundering, illegal conduct, as required by the laws of the jurisdictions involved and international sanctions programs required by such jurisdictions.<\/p>\n\n When using our Services, you or your customer may send or request money through your SWAP ONE<\/strong> account. Transactions (as defined below) may be processed by a Bank and are subject to these Terms as well as the terms of any other agreement you or the recipient\/sender of funds have with us and\/or the Bank. <\/p>\n\n A sender uses the Service to send money or virtual assets (“Sender<\/strong>“) and a recipient receives these (“Recipient<\/strong>“) via the Service (each, a “Transaction<\/strong>“).<\/p>\n\n By authorizing a Transaction, you or your customer also authorize SWAP ONE<\/strong> and the Bank to move amounts to or from your or your customer’s account, as well as to initiate any other transactions necessary to correct errors or reverse rejected or returned payments.<\/p>\n\n When initiating a Transaction in which you or your customer is making a payment, you or your customer is solely responsible for ensuring that you have sufficient available funds to complete any payments initiated through the Service.<\/p>\n\n You or your client agree to reimburse the Bank or SWAP ONE<\/strong> for any fees, costs or expenses incurred as a result of insufficient or unavailable funds in connection with any Transaction you or your client initiate.<\/p>\n\n You or your client are solely responsible for determining whether you owe any taxes on transactions carried out through the Services and for submitting such taxes to the appropriate authority.<\/p>\n\n Once we have received the funds associated with a Transaction, we will transfer those funds to the bank account of the designated Recipient.<\/p>\n\n As a Recipient, you appoint us as your agent for the purpose of receiving funds from Transactions that are transmitted through the Service.<\/p>\n\n We may, at our discretion, impose limits on the amount and\/or number of transactions you can send and receive.<\/p>\n\n SWAP ONE<\/strong> reserves the right to reject or reverse any Transaction that may cause the Sender or Recipient of the Transaction to exceed these limits, or if we or the Bank determine, in our sole discretion, that the Transaction was invalid for any reason or in violation of our policies.<\/p>\n\n SWAP ONE<\/strong> shall not be liable and you or your client agree that there shall be no liability in the event of any inability to complete any Transaction or in the event of any reversal of a Transaction due to: (i) insufficient available funds of the Sender; (ii) malfunction of the Services due to circumstances beyond our control or due to circumstances of which you were already aware at the time you initiated your payment instruction; (iii) failure of the Recipient to receive the Transaction; or (v) the Transaction would cause the Sender or Recipient to exceed applicable transaction limits or violate applicable law, these Terms or any other agreement the Sender or Recipient has with us and\/or the Bank. <\/p>\n\n We reserve the right to change the transaction limitations at any time, at our sole discretion, with or without notice.<\/p>\n\n SWAP ONE<\/strong> and the Bank reserve the right to review Transaction activity at any time for, among other things, suspicious or illegal activity, review whether the Transaction complies with applicable law, these Terms or any other agreement the Sender or Recipient has with us and\/or the Bank, and may be required to provide additional information and\/or documentation to verify the Transaction.<\/p>\n\n Your or your client’s SWAP ONE<\/strong> account and\/or access to funds sent to you or your client may be limited until verification is complete.<\/p>\n\n Reviews may result in, among other things, (i) Transactions being delayed, blocked or canceled; (ii) cash being held by the Bank; (iii) cash being applied to amounts that you or your client owe to us or the Bank, or used to offset losses incurred by us or the Bank; (iv) restriction, suspension or closure of your or your client’s SWAP<\/strong> ONE<\/strong> account; (v) money being seized to comply with a court order, warrant or other legal process; and\/or (vi) money you or your client previously received being debited from your or your client’s SWAP<\/strong> ONE<\/strong> account and sent to the Bank or the Sender. <\/p>\n\n Among other reasons, we or the Bank may take these measures if you or your client knowingly or unknowingly participate in a transaction made from a SWAP ONE<\/strong> account without proper authorization.<\/p>\n\n In the event of a finding, in our sole discretion, that You or any of Your clients have engaged in abuse, misuse or fraud in connection with the use of our Services in relation to a Transaction, or that You or any of Your clients have attempted to do so, extrajudicial and\/or judicial measures may be taken, including but not limited to: (i) reversal of deposit in any SWAP ONE<\/strong> account of yours or your customer that occurred as a result of a Transaction; (ii) temporary suspension of your or your customer’s ability to Transact through our Services; (iii) termination of your or your customer’s ability to Transact through our Services; and\/or (iv) canceling or restricting your SWAP ONE<\/strong> account. <\/p>\n\n Any transactions pending at the time of closure or suspension of your client’s SWAP ONE<\/strong> account will be settled.<\/p>\n\n Any funds held in SWAP ONE<\/strong> ‘s custody for your client at the time of termination or suspension of your SWAP ONE<\/strong> account, other than any applicable fees: (i) may be made available to you or your client at the Bank’s or SWAP ONE<\/strong> ‘s sole discretion and subject to other conditions of these Terms and applicable law; and (ii) you or your client may be required to use a bank account that has not been associated with your SWAP ONE<\/strong> account to withdraw such funds.<\/p>\n\n If an investigation is pending at the time of closure, we may withhold your funds until the investigation is resolved.<\/p>\n\n Transactions may be invalidated or reversed by us or the Bank if, among other things, we send funds to your client in error, the financing transaction is refused or reversed, the transaction is unauthorized or unfunded, or the transaction is made for activities or reasons that violate these Terms or any other agreement you or your client have with us or the Bank.<\/p>\n\n If any Transaction that you or your client initiates is invalidated for any reason, you or your client may be liable to us or the Bank for the full amount of the Transaction, and the Bank may recover the amount of the Transaction (plus applicable fees, if any) from you or your client.<\/p>\n\n The Bank or SWAP ONE<\/strong> may recover the value of the Transaction from the Sender or Recipient at its sole discretion (subject to applicable law).<\/p>\n\n In recovering the amount of an invalidated Transaction from you or your customer, the Bank or SWAP ONE<\/strong> may apply any money sent to you or your customer in a subsequent Transaction, debit funds from your or your customer’s SWAP ONE<\/strong> Account, engage in collection efforts to recover such amounts from you or your customer, limit or restrict your or your customer’s SWAP ONE<\/strong> Account, or take any other action authorized by these Terms or any other agreement you or your customer have with us or the Bank.<\/p>\n\n Once the transaction has been approved by you or your client by any means, any losses and damages suffered by SWAP ONE<\/strong> as a result of the failure to conclude the transaction due to an action or omission attributable to you or your client shall give rise to an obligation to compensate such losses and damages.<\/p>\n\n1. Acceptance; Overview of services<\/h2>\n\n
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2. Services with Additional Terms; Working days<\/h2>\n\n
3. Changes to these Terms; Changes to the Services<\/h2>\n\n
4. Accessing and Using Services; Requesting an account<\/h2>\n\n
5. Account Eligibility; Account Registration; Security<\/h2>\n\n
5.1. Account eligibility<\/h3>\n\n
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5.2. Account registration<\/h3>\n\n
5.3. Account security<\/h3>\n\n
5.4. Statement<\/h3>\n\n
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6. Telephone Communications; Consent to Automated Messaging; Agreement to update contact information<\/h2>\n\n
7. Electronic funds transfer disclosure statement<\/h2>\n\n
8. Definitions<\/h2>\n\n
8.1. Electronic Funds Transfer<\/em><\/h3>\n\n
8.2. Your responsibility<\/h3>\n\n
8.3. Committed Transfers<\/em><\/h3>\n\n
9. Territorial restrictions<\/h2>\n\n
10. Prohibition of use for commercial purposes<\/h2>\n\n
11. Intellectual Property Rights<\/h2>\n\n
11.1. Service content, software and trademarks<\/h3>\n\n
12. Account funds<\/h2>\n\n
13. Payments through the Services<\/h2>\n\n
13.1. Payment transaction types<\/h3>\n\n
13.2. Sender authorizing a transaction<\/h3>\n\n
13.3. Taxes<\/h3>\n\n
13.4. Recipient receiving a transaction<\/h3>\n\n
13.5. Transaction limits<\/h3>\n\n
13.6. Fraud; Monitoring<\/h3>\n\n
14. Termination<\/h2>\n\n
15. Refunds; Reversals and reversals<\/h2>\n\n
16. Unauthorized transactions<\/h2>\n\n